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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 28, 2020

Federal Home Loan Mortgage Corporation

 

(Exact name of registrant as specified in its charter)

Freddie Mac

Federally chartered
corporation

 

001-34139

 

52-0904874


(State or other jurisdictionof incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

8200 Jones Branch Drive

McLean, Virginia

22102-3110

(Address of principal executive offices)

 

 

(Zip Code)

Registrant’s telephone number, including area code: (703) 903-2000

Not applicable

 

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

         

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

         

None

 

N/A

 

N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.


Item5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 2, 2020, Freddie Mac (formally the Federal Home Loan Mortgage Corporation) announced that Christian M. Lown, age 50, has been appointed as Executive Vice President and Chief Financial Officer, effective June 15, 2020. Mr. Lown will succeed Donald F. Kish, who has served as interim Chief Financial Officer since December 2019. Mr. Kish will continue serving as Freddie Mac’s Senior Vice President, Corporate Controller and Principal Accounting Officer.

A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Mr. Lown joins Freddie Mac from Navient Corporation where he has served as Executive Vice President and Chief Financial Officer since March 2017. Prior to that, he served as Managing Director of the Financial Institutions Group and Co-Head of Global Financial Technology, North America Banks, and Diversified Finance at Morgan Stanley from May 2006 to March 2017; Director, Financial Institutions Group, at UBS AG from 2003 to 2006, and Associate, Financial Institutions Group, at Credit Suisse First Boston from 2000 to 2003.

Freddie Mac has entered into a Memorandum Agreement with Mr. Lown, which provides for his employment as Executive Vice President and Chief Financial Officer of Freddie Mac. A copy of the Memorandum Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Federal Housing Finance Agency, Freddie Mac’s conservator, has approved the terms of this Memorandum Agreement and consulted with the U.S. Department of the Treasury.

The terms of this Memorandum Agreement provide that:

  Mr. Lown is eligible to participate in Freddie Mac’s Executive Management Compensation Program, which is filed as Exhibit 10.2 to Freddie Mac’s Quarterly Report on Form 10-Q filed on October 30, 2019 and is incorporated herein by reference. For a description of this program, see Freddie Mac’s Annual Report on Form 10-K filed on February 13, 2020 (the “2019 Annual Report”).

  Mr. Lown’s annualized Target Total Direct Compensation will be $3,000,000, consisting of Base Salary of $600,000, Fixed Deferred Salary of $1,500,000, and At-Risk Deferred Salary of $900,000. His At-Risk Deferred Salary is subject to reduction based on corporate and individual performance. For a description of the determination of At-Risk Deferred Salary, see the 2019 Annual Report.

  Mr. Lown will receive a cash sign-on award of $1,275,000 in recognition of forfeited compensation at his current employer. This award will be paid in three installments: $475,000 in February 2021, $475,000 in February 2022, and $325,000 in February 2023. If Mr. Lown is not an employee of Freddie Mac on an installment payment date for a reason described herein, the installment will be forfeited. Each installment will be subject to repayment in the event that, prior to the first anniversary of an installment payment date, Mr. Lown voluntarily resigns from his employment with Freddie Mac for any reason or Freddie Mac terminates his employment due to the occurrence of any of the forfeiture events described in the Recapture and Forfeiture Agreement (the “Recapture Agreement”) Freddie Mac entered into with Mr. Lown, dated May 29, 2020. A copy of the form of the Recapture Agreement is filed as Exhibit 10.18 to Freddie Mac’s Annual Report on Form 10-K filed on February 16, 2017 and is incorporated herein by reference. For a description of this Recapture Agreement, see the 2019 Annual Report.

 

Freddie Mac Form 8-K


  Mr. Lown is also eligible to receive relocation benefits in recognition of his relocation to the Washington D.C. area, including customary seller’s and purchaser’s closing costs and related moving expenses. These costs will be subject to repayment if within two years of receiving benefits Mr. Lown terminates his employment with Freddie Mac for any reason or Freddie Mac terminates his employment due to the occurrence of any of the forfeiture events described in the Recapture Agreement.

Freddie Mac has also entered into a Restrictive Covenant and Confidentiality Agreement with Mr. Lown, dated May 29, 2020. A copy of this Restrictive Covenant and Confidentiality Agreement is filed as Exhibit 10.4 to this Current Report on Form 8-K and is incorporated herein by reference. Mr. Lown is subject to non-competition as well as non-solicitation and non-recruitment restrictions for a period of one year following any termination of his employment for any reason, and he is also subject to certain restrictions concerning treatment of confidential information obtained during the course of his employment.

Freddie Mac will enter into an indemnification agreement with Mr. Lown. A copy of the form of the Indemnification Agreement between Freddie Mac and executive officers (for agreements with officers entered into beginning in August 2011) is filed as Exhibit 10.54 to Freddie Mac’s Annual Report on Form 10-K filed on March 9, 2012 and is incorporated herein by reference. For a description of this indemnification agreement, see the 2019 Annual Report.

Mr. Lown’s brother, Jeffrey Lown, serves as the Chief Executive Officer and President of Cherry Hill Mortgage Investment Corporation (“Cherry Hill”), from which he receives equity compensation. Cherry Hill is externally managed by Cherry Hill Mortgage Management, LLC (“CHMM”). CHMM provides or obtains the personnel and services necessary for Cherry Hill to conduct its business through a contractual arrangement with Freedom Mortgage Corporation (“Freedom Mortgage”). Freedom Mortgage sets and pays the cash compensation for Cherry Hill’s named executive officers, including Jeffrey Lown.

Freedom Mortgage is a Freddie Mac single-family seller/servicer and has an Early Funding Facility with Freddie Mac. Since January 1, 2019, the largest aggregate amount outstanding under the Early Funding Facility was $45.0 million. Freedom Mortgage paid $182.4 million in principal and $0.2 million in interest under the Early Funding Facility in 2019 and, from January 1, 2020 to May 28, 2020, paid $2.6 million in principal and a nominal amount of interest. Freedom Mortgage currently does not have any funds drawn against the Early Funding Facility, which has a maximum capacity of $325 million.

In addition, Freedom Mortgage has had a Mortgage Servicing Rights financing line with Freddie Mac (“MSR Facility”). Since January 1, 2019, the largest aggregate amount outstanding under the MSR Facility was $110 million. Freedom Mortgage paid $150 million in principal and $4.9 million in interest under the MSR Facility in 2019 and, from January 1, 2020 to May 28, 2020, paid $110 million in principal and $1.8 million in interest. Freedom Mortgage terminated the MSR Facility effective May 28, 2020.

In 2019, Freedom Mortgage sold Freddie Mac approximately $1.7 billion of single-family mortgages and from January 1, 2020 to March 31, 2020 has sold Freddie Mac approximately $517 million of single-family mortgages. In addition, Freedom Mortgage services approximately 113,000 loans, with an unpaid principal balance (“UPB”) at March 31, 2020 of approximately $24.7 billion. Freedom Mortgage’s contract with Freddie Mac contemplates sales of up to $4 billion of single-family mortgages annually.

Jeffrey Lown’s cash and equity compensation are not directly derived from or affected by the size or nature of Freedom Mortgage’s or Cherry Hill’s relationship with Freddie Mac.

 

Freddie Mac Form 8-K


Jeffrey Lown is also a director of one of Cherry Hill’s subsidiaries, Aurora Financial Group Inc. (“Aurora”). Aurora is a Freddie Mac single-family servicer servicing approximately 37,000 loans with a UPB as of March 31, 2020 of $9.2 billion. Jeffrey Lown’s compensation is not directly derived from or affected by the size or nature of Aurora’s relationship with Freddie Mac.

In connection with Chris Lown’s appointment as our CFO, the Nominating and Governance Committee of Freddie Mac’s Board of Directors (“NGC”) reviewed Freddie Mac’s relationship with Cherry Hill, Freedom Mortgage, and Aurora. In addition, the NGC approved the Company’s proposed mitigation plan which includes establishing controls designed to prevent Chris Lown from any direct engagement with, access to information regarding, or otherwise influencing Freddie Mac’s current and future business dealings with any entity in which Jeffrey Lown has direct or indirect financial interests.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The exhibits listed in the Exhibit Index below are being filed as part of this Current Report on Form 8-K.

 

  Exhibit Number    

 

 

Description of Exhibit

 

     

  10.1

 

Memorandum Agreement, dated May 22, 2020, between Freddie Mac and Christian M. Lown†

 

     

  10.2

 

2020 Executive Management Compensation Program (incorporated by reference to Exhibit 10.2 to Registrant’s Quarterly Report on Form 10-Q filed on October 30, 2019)†

 

     

  10.3

 

Executive Management Compensation Program Recapture and Forfeiture Agreement (incorporated by reference to Exhibit 10.18 to Registrant’s Annual Report on Form 10-K filed on February 16, 2017)†

 

     

  10.4

 

Restrictive Covenant and Confidentiality Agreement, dated May 29, 2020, between Freddie Mac and Christian Lown†

 

     

  10.5

 

Form of Indemnification Agreement between the Federal Home Loan Mortgage Corporation and executive officers (for agreements with officers entered into beginning in August 2011) (incorporated by reference to Exhibit 10.54 to Registrant’s Annual Report on Form 10-K filed on March 9, 2012)†

 

     

  99.1

 

Press Release, dated June 2, 2020, issued by Freddie Mac

 

     

  104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

This exhibit is a management contract or compensatory plan, contract, or arrangement.

 

Freddie Mac Form 8-K


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FEDERAL HOME LOAN MORTGAGE CORPORATION

 

         

By:

 

/s/ David M. Brickman

 

            

 

David M. Brickman

 

 

Chief Executive Officer

 

Date: June 2, 2020

 

Freddie Mac Form 8-K

Exhibit 10.1

 

LOGO

 

Tel: (703) 903-2000

www.FreddieMac.com

  

Corporate Headquarters

8200 Jones Branch Drive

McLean, VA 22102

May 22, 2020

Christian M. Lown

* Address Redacted *

Dear Christian:

Congratulations!

On behalf of Freddie Mac’s Board of Directors, I am pleased to extend this offer of employment to you for the position of Executive Vice President & Chief Financial Officer, effective on a mutually agreed upon start date, reporting to me, Freddie Mac’s Chief Executive Officer.

Since 1970, we’ve made home ownership and rental housing more accessible and affordable for more people across the nation. Our promise to seller/servicers, homeowners, renters, investors, and the American taxpayer is simple: we will build a better Freddie Mac and a better housing finance system. It’s a big promise, but one we’ve repeatedly delivered on.

As we look to the future, we need leaders who can continue positioning Freddie Mac as a competitive, innovative force in the industry. With your skills and experiences, you are the right leader, right now, to help us execute on our mission for our customers and win in the commercial marketplace.

Congratulations again, and I look forward to you joining the Freddie Mac team!

Below is an outline of the terms and conditions of your employment with us, including your compensation and benefits, which has been approved by the Compensation & Human Capital Committee of the Board of Directors and the Federal Housing Finance Agency (the “FHFA”).

Compensation

Your target total direct compensation (“Target TDC”) will be $3,000,000, which will be pro-rated in the first calendar year of employment based on your start date. Your Target TDC will consist of two components – Base Salary and Deferred Salary – that are both paid in cash and are summarized below.

Base Salary – The annualized amount of your Base Salary will be $600,000.

Deferred Salary – The annualized amount of your Deferred Salary will be $2,400,000 and is comprised of two components noted below.

 

   

At-Risk Deferred Salary – This portion of your Deferred Salary is equal to thirty percent (30%) of your Target TDC, or $900,000, up to half of which may be reduced based on the company’s performance against objectives established by FHFA and up to half of which


Compensation Terms – Christian M. Lown – May 22, 2020

Page 2 of 4

 

may be reduced based on both the company’s performance against corporate objectives and your performance against individual objectives. At-Risk Deferred Salary earned in each quarter will be paid on the last regular pay date in the corresponding quarter of the second calendar year following the quarter in which it was earned.

 

   

Fixed Deferred Salary – This portion of your Deferred Salary is equal to your Target TDC less your Base Salary and At-Risk Deferred Salary, and is equal to $1,500,000. Fixed Deferred Salary earned in each quarter will be paid on the last regular pay date in the corresponding quarter of the following calendar year.

Your compensation is governed by the Executive Management Compensation Program (“EMCP”). To participate in the EMCP you must agree to the terms of the EMCP Document, which outlines the terms and conditions of the compensation program for senior officers.

Cash Award

In consideration of your acceptance of this offer and beginning employment with Freddie Mac, you will receive a $1,275,000 cash award that will be paid in three installments. The cash award is not considered “compensation” for purposes of our tax qualified Thrift/401(k) Savings Plan or our non-qualified Supplemental Executive Retirement Plan (“SERP”).

 

1)

$475,000 will be paid in February 2021

2)

$475,000 will be paid in February 2022

3)

$325,000 will be paid in February 2023

If your employment terminates due to a Termination Event, any unpaid installments of the $1,275,000 Cash Award will be forfeited, and any installment paid within one year of the Termination Event shall be subject to repayment. A “Termination Event” shall mean:

 

   

You voluntarily resign employment; or

 

   

We terminate your employment due to the occurrence of any of the Forfeiture Events described in the Recapture and Forfeiture Agreement.

In the event any installment of the Cash Award is subject to repayment, you agree to repay to Freddie Mac the gross amount within 30 calendar days following your termination date. You further agree and authorize Freddie Mac to withhold any unpaid repayment amount from any outstanding Deferred Salary. You understand and agree that you will pay any and all of Freddie Mac’s reasonable expenses, including attorney’s fees and other costs, incurred in its obtaining repayment and collection of any unpaid repayment amount.

Benefits

Our stage-in-life benefits and wellness offerings are some of the best in the industry and are customizable for you to meet the unique needs of you and your family—whether at work or at home, on the job or off. You will also be eligible to participate in certain benefits available only to officers, including a financial counseling reimbursement program and the executive retirement benefits. You are immediately eligible for the financial counseling reimbursement program and will become eligible for the executive retirement benefits after completing one year of service.


Compensation Terms – Christian M. Lown – May 22, 2020

Page 3 of 4

 

The medical, dental and vision benefits you elect will become effective on the first day of the month after your first day of employment. You will automatically be enrolled to contribute to the 401(k) Plan shortly after you begin employment and become eligible for company contributions after one year of service.

Background Check

Freddie Mac reserves the right to either revoke this offer of employment or terminate your employment in the event you fail any component of your pre-hire background check and drug test. If your employment is terminated for such reason, it will constitute a Termination Event for purposes of the Cash Award.

General Terms and Conditions

Restrictive Covenant and Confidentiality Agreement

The terms of your compensation provided in this letter are contingent upon your agreement to be bound by the terms of the Restrictive Covenant and Confidentiality Agreement, which describes post-employment, non-competition and non-recruitment restrictions as well as restrictions concerning treatment of confidential information.

Recapture and Forfeiture Agreement

The terms of your compensation provided in this letter are also contingent upon your agreement to be bound by the terms of the enclosed Recapture and Forfeiture Agreement, which describes the circumstances under which certain compensation is subject to repayment and/or forfeiture.

FHFA’s Review and Approval Authority

The terms and conditions of your compensation have been approved by FHFA. Notwithstanding such approval and any provision of this letter, you acknowledge and understand that any compensation paid or to be paid during or after your employment remains subject to any withholding, escrow or prohibition consistent with FHFA’s authority pursuant to the Federal Home Loan Corporation Act, as amended, or the Federal Housing Enterprise Financial Safety and Soundness Act of 1992, as amended.

Outside Activities and Family Member Activities

During your employment with us, you agree to devote substantially all of your time, attention, and energies to our business, and to not be engaged in any other business activity unless permitted under our Outside Activities and Family Member Activities policy. This restriction will not prevent you from devoting a reasonable amount of time to charitable or public interest activities or from making passive investments of your assets in such form or manner as you desire, consistent with Freddie Mac’s Employee Trading policy, and except as provided herein.


Compensation Terms – Christian M. Lown – May 22, 2020

Page 4 of 4

 

Employment At-Will

Your employment with Freddie Mac shall be “at-will” and not for a fixed term. You understand and acknowledge that no statement, whether written or verbal, by the Company or any of its officers, employees or representatives may in any way modify, alter, or change the “at-will” nature of your employment by Freddie Mac. Both you and Freddie Mac retain the discretion to terminate the employment relationship at any time, for any reason or no reason.

 

 

During your review of this letter, Freddie Mac expects that you have had the opportunity to consult and receive assistance from appropriate advisors, including legal, tax, and financial advisors.

This letter shall be construed, and the rights and obligations herein determined, exclusively in accordance with the substantive law of the Commonwealth of Virginia, excluding provisions of Virginia law concerning choice-of-law that would result in the law of any state other than Virginia being applied.

Return of Signed Documents:

Please confirm that the terms and conditions in this letter conform to your understanding by returning a signed copy of this letter as well as copies of the EMCP, the Recapture and Forfeiture Agreement and the Restrictive Covenant and Confidentiality Agreement.

 

/s/ David M. Brickman

   

5/22/20

David M. Brickman

   

Date

Chief Executive Officer

   

I agree to the terms of this agreement.

 

/s/ Christian M. Lown

   

5/28/20

Christian M. Lown

   

Date

Exhibit 10.4

 

LOGO

 

Tel: (703) 918-5000

www.FreddieMac.com

  

Corporate Headquarters

8250 Jones Branch Drive

McLean, VA 22102

    

RESTRICTIVE COVENANT AND CONFIDENTIALITY AGREEMENT

In exchange for the mutual promises and consideration set forth below, this Restrictive Covenant and Confidentiality Agreement (“Agreement”) is entered into by and between the Federal Home Loan Mortgage Corporation (“Freddie Mac” or “Company”) and the undersigned employee (“you”), effective on the date you assign a personal signature to page 5 of this Agreement. This Agreement supersedes any previous Restrictive Covenant and Confidentiality Agreement between the above parties.

 

I.

Definitions

The following terms shall have the meanings indicated when used in this Agreement.

A. Competitor: The following entities, and their respective parents, successors, subsidiaries, and affiliates are competitors: (i) Fannie Mae (ii) all Federal Home Loan Banks (including the Office of Finance); and (iii) such other entities to which you and the Company may agree in writing from time-to-time.

B. Confidential Information: Information or materials in written, oral, magnetic, digital, computer, photographic, optical, electronic, or other form, whether now existing or developed or created during the period of your employment with Freddie Mac, that constitutes trade secrets and/or proprietary or confidential information. This information includes, but is not limited to: (i) all information marked Proprietary or Confidential; (ii) information concerning the components, capabilities, and attributes of Freddie Mac’s business plans, methods, and strategies; (iii) information relating to tactics, plans, or strategies concerning shareholders, investors, pricing, investment, marketing, sales, trading, funding, hedging, modeling, sales and risk management; (iv) financial or tax information and analyses, including but not limited to, information concerning Freddie Mac’s capital structure and tax or financial planning; (v) confidential information about Freddie Mac’s customers, borrowers, employees, or others; (vi) pricing and quoting information, policies, procedures, and practices; (vii) confidential customer lists; (viii) proprietary algorithms; (ix) confidential contract terms; (x) confidential information concerning Freddie Mac’s policies, procedures, and practices or the way in which Freddie Mac does business; (xi) proprietary or confidential data bases, including their structure and content; (xii) proprietary Freddie Mac business software, including its design, specifications and documentation; (xiii) information about Freddie Mac products, programs, and services which has not yet been made public; (xiv) confidential information about Freddie Mac’s dealings with third parties, including dealers, customers, vendors, and regulators; and/or (xv) confidential information belonging to third parties to which you received access in connection with your employment with Freddie Mac. Confidential Information does not include general skills, experience, or knowledge acquired in connection with your employment with Freddie Mac that otherwise are generally known to the public or within the industry or trade in which Freddie Mac operates.

 

II.

Non-Competition

You recognize that as a result of your employment with Freddie Mac, you have access to and knowledge of critically sensitive Confidential Information, the improper disclosure or use of which would result in grave competitive harm to Freddie Mac. Therefore, you agree that neither during your employment with Freddie Mac, nor for the twelve (12) months immediately following termination of your employment for any reason, will you consider offers of employment from, seek or accept employment with, or otherwise directly or

 

1


indirectly provide professional services to any Competitor, if you will be rendering duties, responsibilities or services for the Competitor that are of the type and nature rendered or performed by you during the past two years of your employment with Freddie Mac. You acknowledge and agree that this covenant has unique, substantial and immeasurable value to Freddie Mac, that you have sufficient skills to provide a livelihood for yourself while this covenant remains in force, and that this covenant will not interfere with your ability to work consistent with your experience, training and education. This non-competition covenant applies regardless of whether your employment is terminated by you, by Freddie Mac, or by a joint decision.

If you are a licensed lawyer, this non-competition covenant shall be interpreted in a manner consistent with any rule applicable to a licensed legal professional in the jurisdiction(s) of your licensure or registration that concerns your employment as counsel with, or provision of legal services to, a Competitor.

 

III.

Non-Solicitation and Non-Recruitment

During Your employment with Freddie Mac and for a period of twelve (12) months after your termination date, you will not solicit or recruit, attempt to solicit or recruit or assist another in soliciting or recruiting any Freddie Mac managerial employee (including manager-level, Executive-level, or officer-level employee) with whom you worked, or any employee whom you directly or indirectly supervised at Freddie Mac, to leave the employee’s employment with Freddie Mac for purposes of employment or for the rendering of professional services. This prohibition against solicitation does not apply if Freddie Mac has notified the employee being solicited or recruited that his/her employment with the Company will be terminated pursuant to a corporate reorganization or reduction-in-force.

If you are a licensed lawyer, this non-solicitation covenant shall be interpreted in a manner consistent with any rule applicable to a licensed legal professional in the jurisdiction(s) of your licensure or registration.

 

IV.

Treatment of Confidential Information

A. Non-Disclosure. You recognize that Freddie Mac is engaged in an extremely competitive business and that, in the course of performing your job duties, you will have access to and gain knowledge about Confidential Information. You further recognize the importance of carefully protecting this Confidential Information in order for Freddie Mac to compete successfully. Therefore, you agree that you will neither divulge Confidential Information to any persons, including to other Freddie Mac employees who do not have a Freddie Mac business-related need to know, nor make use of the Confidential Information for your own benefit or for the benefit of anyone else other than Freddie Mac. You further agree to take all reasonable precautions to prevent the disclosure of Confidential Information to unauthorized persons or entities, and to comply with all Company policies, procedures, and instructions regarding the treatment of such information.

B. Return of Materials. You agree that upon termination of your employment with Freddie Mac for any reason whatsoever, you will deliver to your immediate supervisor all tangible materials embodying Confidential Information, including, but not limited to, any documentation, records, listings, notes, files, data, sketches, memoranda, models, accounts, reference materials, samples, machine-readable media, computer disks, tapes, and equipment which in any way relate to Confidential Information, whether developed by you or not. You further agree not to retain any copies of any materials embodying Confidential Information.

C. Post-Termination Obligations. You agree that after the termination of your employment for any reason, you will not use in any way whatsoever, nor disclose any Confidential Information learned or obtained in connection with your employment with Freddie Mac without first obtaining the written permission of the Senior Vice President of Human Resources of Freddie Mac. You further agree that, in order to assure the continued confidentiality of the Confidential Information, Freddie Mac may correspond with your future employers to advise them generally of your exposure to and knowledge of Confidential Information, and your obligations and responsibilities regarding the Confidential Information. You understand and agree that any such contact may include a request for assurance and confirmation from such employer(s) that you will not disclose Confidential

 

2


Information to such employer(s), nor will such employer(s) permit any use whatsoever of the Confidential Information. To enable Freddie Mac to monitor compliance with the obligations imposed by this Agreement, you further agree to inform in writing Freddie Mac’s Senior Vice President of Human Resources of the identity of your subsequent employer(s) and your prospective job title and responsibilities prior to beginning employment. You agree that this notice requirement shall remain in effect for twelve (12) months following the termination of your Freddie Mac employment.

D. Disclosure of Trade Secrets to Government. As required by federal law, and notwithstanding anything to the contrary in this Agreement:

(i) you shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made in confidence to a Federal, State, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law.

(ii) you shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if the filing is made under seal.

(iii) If you file a lawsuit for retaliation by Freddie Mac for reporting a suspected violation of law, you may (a) disclose trade secrets to your attorney, and (b) use the trade secret information in the court proceeding if you file any document containing the trade secret under seal and do not disclose the trade secret except pursuant to court order.

E. Ability to Enforce Agreement and Assist Government Investigations. Nothing in this Agreement prohibits or otherwise restricts you from: (1) making any disclosure of information required by law; (2) assisting any regulatory or law enforcement agency or legislative body to the extent you maintain a legal right to do so notwithstanding this Agreement; (3) filing, testifying, participating in or otherwise assisting in a proceeding relating to the alleged violation of any federal, state, or local law, regulation, or rule, to the extent you maintain a legal right to do so notwithstanding this Agreement; or (4) filing, testifying, participating in or otherwise assisting the Securities and Exchange Commission or any other proper authority in a proceeding relating to allegations of fraud.

V. Consideration Given to You

In exchange for agreeing to be bound by the terms, conditions, and restrictions stated in this Agreement, Freddie Mac will provide you with employment, which you agree is adequate consideration for your agreement to be bound by the provisions of this Agreement.

VI. Reservation of Rights

You agree that nothing in this Agreement constitutes a contract or commitment by Freddie Mac to continue your employment in any job position for any period of time, nor does anything in this Agreement limit in any way Freddie Mac’s right to terminate your employment at any time for any reason.

VII. Compliance with the Code of Conduct and Corporate Policies & Procedures, Including Personal Securities Investments Policy

As a Freddie Mac employee, you will be subject to Freddie Mac’s Code of Conduct (“Code”) and to Corporate Policy 3-206, Employee Trading Policy (“Policy”) that, among other things, limit the investment activities of Freddie Mac employees. You agree to fully comply with the Code and the Policy, copies of which are enclosed for your review.

You agree to consult with Freddie Mac’s Chief Compliance Officer as soon as practical prior to beginning employment about any investments that you or a “covered household member,” as that term is defined in the

 

3


Policy, may have that may be prohibited by the Policy. You also agree to disclose prior to beginning employment any other matter or situation that may create a conflict of interest as such term is defined in the Code.

In addition, prior to beginning employment, you agree to disclose to Freddie Mac’s Human Resources Division the terms of any employment, confidentiality or stock grant agreements to which you may currently be subject that may affect your future employment or recruiting activities so that Freddie Mac may ensure that your employment by Freddie Mac and conduct as a Freddie Mac employee are not inconsistent with any of their terms.

VIII. Absence of Any Conflict of Interest

You represent that you do not have any confidential information, trade secrets or other proprietary information that you obtained as the result of your employment with another employer that you will be using in your position at Freddie Mac. You also represent that you are not subject to any employment, confidentiality or stock grant agreements, or any other restrictions or limitations imposed by a prior employer, which would affect your ability to perform the duties and responsibilities for Freddie Mac in the job position offered, and further represent that you have provided Freddie Mac with copies of any non-competition, non-solicitation or similar agreements or limitations that have not expired, so that Freddie Mac can make an independent judgment that your employment with Freddie Mac is not inconsistent with any of its terms.

 

IX.

Enforcement

A. You acknowledge that you may be subject to discipline, up to and including termination of employment, for your breach or threat of breach of any provision of this Agreement.

B. You agree that irreparable injury will result to Freddie Mac’s business interests in the event of breach or threatened breach of this Agreement, the full extent of Freddie Mac’s damages will be impossible to ascertain, and monetary damages will not be an adequate remedy for Freddie Mac. Therefore, you agree that in the event of a breach or threat of breach of any provision(s) of this Agreement, Freddie Mac, in addition to any other relief available, shall be entitled to temporary, preliminary, and permanent equitable relief to restrain any such breach or threat of breach by you and all persons acting for and/or in concert with you, without the necessity of posting bond or security, which you expressly waive.

C. You agree that each of your obligations specified in this Agreement is a separate and independent covenant, and that all of your obligations set forth herein shall survive any termination, for any reason, of your Freddie Mac employment. To the extent that any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable because it is overbroad, that provision shall be limited and enforced to the extent permitted by applicable law. Should any provision of this Agreement be declared or determined by any court of competent jurisdiction to be unenforceable or invalid under applicable law, the validity of the remaining obligations will not be affected thereby and only the unenforceable or invalid obligation will be deemed not to be a part of this Agreement.

D. This Agreement is governed by, and will be construed in accordance with, the laws of the Commonwealth of Virginia, without regard to its or any other jurisdiction’s conflict-of-law provisions. You agree that any action related to or arising out of this Agreement shall be brought exclusively in the United States District Court for the Eastern District of Virginia, and you hereby irrevocably consent to personal jurisdiction and venue in such court and to service of process by United States Mail or express courier service in any such action.

E. If any dispute(s) arise(s) between Freddie Mac and you with respect to any matter which is the subject of this Agreement, the prevailing party in such dispute(s) shall be entitled to recover from the other party all of its costs and expenses, including its reasonable attorneys’ fees.

 

4


Executive has been advised to discuss all aspects of this Agreement with Executive’s private attorney. Executive acknowledges that Executive has carefully read and understands the terms and provisions of this Agreement and that they are reasonable. Executive signs this Agreement voluntarily and accepts all obligations contained in this Agreement in exchange for the consideration to be given to Executive as outlined above, which Executive acknowledges is adequate and satisfactory, and which Executive further acknowledges Freddie Mac is not otherwise obligated to provide to Executive. Neither Freddie Mac nor its agents, representatives, directors, officers or employees have made any representations to Executive concerning the terms or effects of this Agreement, other than those contained in this Agreement.

 

By:   /s/ Christian Lown                      Date:   5/29/20
  Christian Lown       

 

5

Exhibit 99.1

 

LOGO   News Release

FOR IMMEDIATE RELEASE

June 2, 2020

MEDIA CONTACT: Frederick Solomon

703-903-3861

Frederick_Solomon@FreddieMac.com

Freddie Mac Appoints Christian M. Lown Chief Financial Officer

McLean, Va. — Freddie Mac (OTCQB: FMCC) today announced the appointment of Christian M. Lown as Executive Vice President and Chief Financial Officer, effective June 15, 2020. Lown was previously EVP and CFO at Navient Corporation. He succeeds Donald F. Kish, who has served as Interim CFO since December 2019. Kish will continue serving as Senior Vice President, Corporate Controller and Principal Accounting Officer.

“We welcome Chris Lown to Freddie Mac. His demonstrated success as a chief financial officer and strong background in the debt and equity capital markets and in mergers and acquisitions will be invaluable as we prepare our company to exit conservatorship,” said Freddie Mac Chief Executive Officer David Brickman. “I want to thank Donnie Kish for his steady and selfless leadership of our finance function during this transition.”

At Navient, Lown was responsible for the accounting, corporate development, financial planning and analysis, investor relations, procurement, treasury, and vendor management functions.

“I am excited to join Freddie Mac as the company prepares for its next chapter and I look forward to working with such a talented management team and innovative company,” said Chris Lown.

Prior to joining Navient in 2017, Lown was Managing Director, Financial Institutions Group at Morgan Stanley, where he co-led the Global FinTech and North America Banks and Diversified Finance investment banking practices.

Lown holds an MBA from The University of Virginia’s Darden Graduate School of Business Administration, and a Bachelor of Arts from Lynchburg College.

Freddie Mac makes home possible for millions of families and individuals by providing mortgage capital to lenders. Since our creation by Congress in 1970, we’ve made housing more accessible and affordable for homebuyers and renters in communities nationwide. We are building a better housing finance system for homebuyers, renters, lenders and taxpayers. Learn more at FreddieMac.com, Twitter @FreddieMac and Freddie Mac’s blog FreddieMac.com/blog.

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